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December
15, 2007 |
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Volume
VIII, Issue 87 |
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Home Page : www.otcjournal.com
Email Questions or Comments To:
editor@otcjournal.com
To
OTC Journal Members:
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Pickle (OTC
BB: SPKL) Powers Up Company Owned Stores |
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We've been getting a little sell
off in Spicy Pickle of late as the company has been on the quiet
side in a tough market. Like a duck on a pond, this bird appears to be
crusing serenely- but the legs are paddling furiously below the surface-
you just can't see them. Now we know why. SPKL is about to get very
noisy again.
Post close Friday, news came out
which is hugely positive for the future of the company, and now would be
one heck of a good time to pounce on an oversold situation. Traders and
long term investors have an outstanding entry level right now in my view.
Let's go over Friday's events post
close before we look at the stock. There were two major announcements.
First an foremost, SPKL announced
it closed a $6 million financing on Friday. Funds from the
financing are earmarked for the rapid expansion of company owned
stores. Clearly, a good thing for shareholders.
Here's how the money was raised:
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SPKL sold 705 shares of preferred
stock, which can be converted into 7.05 million shares of common stock
with a fixed price of $.85 per share. This is a reasonable
discount to the market at a fixed price, which makes it non toxic. The
higher the stock goes, the more money the investors make.
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The shares are convertible into unregistered
stock at this time, so it will be a while before any of those shares find
their way into the open market. Six months is a likely time frame for the
shares to become free trading.
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As part of the financing, SPKL
issued an additional 5.3 million warrants, which convert into the common
stock at $1.60- a substantial premium to the current market, and
an opportunity to raise another $8.48 million when the stock is much higher.
The stock needs to be at least $2 for these warrants to really be worth
anything to the holders.
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The common stock represents a possible
15%
dilution of stock in return for the $6 million SPKL
now has to invest in growth.
Here's the value for shareholders.
At the present time, SPKL should be delivering about $3.5 million
in annual revenues- in short order they will have the company store opened,
and about 35 stores contributing regular residual revenues.
They can take Friday's capital, and
open somewhere in the range of 12 to 15 more company owned stores. This
will translate into about $10 million and $13 million in
top line revenues, and about $1.5 to $2.5 million in positive
cash flow. In short, by giving up 15% of the company, SPKL is now
positioned to more than quadruple its top line.
There's a second, and equally compelling
reason to love this new capital. Having this extra money gives the management
of SPKL lots of expansion flexibility. For example- suppose they
happen on a perfect location in LA, but don't have a franchisee in place.
They can pounce on the property, lock it up, get the permitting started,
and begin the construction process. Then, they can either own and run the
store, or transfer it to a franchisee.
Likewise, they can jump on real estate
in an area where they have a developer who is planning on opening more
stores, but not quite ready to expand. In that case, they can start the
process, and transfer it to their franchisee as well.
There is one more very interesting
and compelling component to this financing- check out the investors: In
20 years, I've never seen this in a microcap. According to the press release,
two of the investors- who are also independent members of the board of
directors, invested $1.3 million of the $6 million.
In all the years I have been doing this, I have never seen board members
cast this kind of vote of confidence. If the board members are willing
to risk $1.3 million, what does that say about the future of the company?
My company's Defined Benefit Plan invested in 12 of the units for a total
of $102,000. This translates to 120k shares at $.85 (not free
trading), and 90,000 warrants with a $1.60 exercise price (not free trading).
I inform you for full disclosure.
Those of you who were asking for
more company owned stores- you got it. The company is now positioned to
expand even more rapidly in '08 than it did in '07.
Now, let's have a look at Friday's
2nd press release. SPKL announced two more new stores have opened
in the last two weeks- One in Phoenix, AZ, and a second Reno,
NV store.
This brings us to 35 stores open
and operating in 15 different different states. We'll probably finish the
year at the 37 or 38 store mark, so making the 40 store number will take
us into January of '08. Remember- they still aren't have way through the
commitments- they still have about 60 more stores to open out into '08
and '09.
The Phoenix store, located at 3235
W. Ray Rd., in Chandler, AZ is in a booming part of the city. If you live
in the Phoenix area, you can now go try the food, which in my mind is the
single most compelling reason to own this stock. Go Try The Food!!
Now might be a great time to review
the video presentation on the company. Remind yourself why so many of us
love this idea as a potential money maker for investors. Click
Here to see the presentation.
I'm including the press release on
the financing for your review. If you want to look at store locations,
I refer you to the map on the company web site: Click
Here to find the closest Spicy Pickle to you. Here's the big
news:
| Press Release Source:
Spicy Pickle Franchising, Inc.
Spicy Pickle(R) Announces
Closing of Private Financing in the Amount of $5,992,500
Friday December 14, 4:34
pm ET
Funds Earmarked to
Accelerate Growth of Company-Owned Stores
DENVER, CO--(MARKET WIRE)--Dec
14, 2007 -- Spicy Pickle® fast casual restaurants (OTC BB:SPKL.OB -
News) today announced the closing of a private offering of its securities
in the amount of Five Million Nine Hundred Ninety Two Thousand Dollars
($5,992,500).
Earlier today, Spicy
Pickle® completed a private placement of 705 Units, priced at $8,500
per unit. Net proceeds of approximately $5.7 million, after commissions
and fees, were received by the Company.
Each unit contains one
share of convertible preferred, which converts into 10,000 shares of common
stock at a fixed conversion price of $.85 per share. The preferred shares
also carry a 5% dividend in the first and second year and a 7.5% dividend
in the third year.
In addition, each unit
contains 7,500 warrants, which convert into the common stock at $1.60 per
share for a period of five years.
Of the approximately
$6 million raised, $1,300,000 came from two of Spicy Pickle's® independent
members of the board of directors and their immediate family. The remaining
funding came from two large institutional investors and several of the
early shareholders who had participated in previous rounds of financing.
Midtown Partners acted as placement agent for one for the institutional
investors.
The proceeds of the offering
will be used to rapidly accelerate the development of Company-owned stores
along with the continued development of the franchise system. Marc Geman,
the CEO of the Company, said: "These funds will kick-off the Company-owned
restaurant program under which we will develop, own and operate Spicy Pickle®
Restaurants. The Company restaurants will further support the franchise
system by adding additional training facilities and focusing on operations
and service alongside our multiple unit franchisee owners. Further, the
Company restaurants are expected to generate more bottom line revenue to
the Company than the current royalty provides from its franchisees. Taken
together, the franchise and Company-owned system should set the stage for
dramatic growth in the coming years."
The Company will file
the complete documents representing the transaction with the SEC.
The securities issued
by Spicy Pickle® have not been registered under the Securities Act
of 1933 or any state securities laws. Therefore, such securities may not
be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act of 1933
and any applicable state securities laws. This press release does not constitute
an offer to sell any securities or a solicitation of an offer to buy any
securities.
About Spicy Pickle®:
Founded in 1999, Spicy
Pickle® Franchising, Inc. (OTC BB:SPKL.OB - News) serves high quality
meats and fine artisan breads, baked fresh daily, along with a wide choice
of eight different cheeses, twenty-two different toppings, and fourteen
proprietary spreads to create healthy and delicious panini and sub sandwiches
with flavors from around the world. As a leading "fast-casual" concept,
Spicy Pickle® offers menu items that are far beyond traditional fast
food -- but without the price point of casual dining. The hallmark of a
Spicy Pickle® restaurant is quality, service and an enjoyable atmosphere.
The company is headquartered in Denver, Colorado, with franchise locations
now open across twelve states and many more in development nationwide.
For more about Spicy Pickle®, including franchise information and inquiries,
visit http://www.spicypickle.com.
About Midtown Partners
& Co., LLC
Originally founded in
May 2000, Midtown Partners & Co., LLC is an investment bank focused
on private placement investment banking opportunities. The investment banking
group at Midtown Partners & Co., LLC was founded on the premise that
client relationships and industry focus are keys to the success of emerging
growth companies. Such companies require investment banking services from
a firm with a unique understanding of the marketplace and the nature of
these transactions. Midtown Partners was the 5th leading U.S. placement
agent in number of closed PIPE transactions for 2006 (source Placementtracker.com).
Additional information can be found at http://www.midtownpartners.com.
Forward-Looking Statements:
Certain statements in
this press release, including statements regarding the number of restaurants
we intend to open, are forward-looking statements. We use words such as
"anticipate," "believe," "could," "should," "estimate," "expect," "intend,"
"may," "predict," "project," "target," and similar terms and phrases, including
references to assumptions, to identify forward-looking statements. The
forward-looking statements in this press release are based on information
available to us as of the date any such statements are made and we assume
no obligation to update these forward-looking statements. These statements
are subject to risks and uncertainties that could cause actual results
to differ materially from those described in the statements. These risks
and uncertainties include, but are not limited to, the following: factors
that could affect our ability to achieve and manage our planned expansion,
such as the availability of a sufficient number of suitable new restaurant
sites and the availability of qualified franchisees and employees; risks
relating to our expansion into new markets; the risk of food-borne illnesses
and other health concerns about our food products; changes in the availability
and costs of food; changes in consumer preferences, general economic conditions
or consumer discretionary spending; the impact of federal, state or local
government regulations relating to our franchisees and employees, and the
sale of food or alcoholic beverages; the impact of litigation; our ability
to protect our name and logo and other proprietary information; the potential
effects of inclement weather; the effect of competition in the restaurant
industry; and other risk factors described from time to time in our SEC
reports.
Contact:
COMPANY CONTACT:
Marc Geman
CEO
Spicy Pickle® Franchising, Inc.
303-297-1902 Ext. 7000
Email Contact: Email Contact
Source: Spicy Pickle
Franchising, Inc. |
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Comments
in the BLOG |
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There's a new BLOG posting
on controversial EFSF for you to check out. I has my comments on
the recent 10Q financial filing, and the future of the company. Please
check it out if you have an interest in this idea.
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through various entities he controls, has purchased 1,200,441 shares of
Spicy Pickle at an average cost of $.2125 per share. These purchases were
made in Spicy Pickle private offerings. The aforementioned purchases were
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controlled by Larry Isen participated in an additional financing wherein
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